**Exhibit 10.4**

 

October 19, 2005

 

Federal ServicesAcquisition Corporation

900 Third Avenue, 33rdFloor

New York, New York  10022

 

Re:          InitialPublic Offering

 

Gentlemen:

 

This letter is beingdelivered to you in accordance with the Underwriting Agreement (the “UnderwritingAgreement”) entered into by and between Federal Services AcquisitionCorporation, a Delaware corporation (the “Company”), and CRT Capital Group LLC(the “Underwriter”), relating to an underwritten initial public offering (the “IPO”)of the Company’s units (the “Units”), each comprised of one share of theCompany’s common stock, par value $0.0001 per share (the “Common Stock”), andtwo warrants, each of which are exercisable for one share of Common Stock(each, a “Warrant”). Certain capitalized terms used herein are defined inparagraph 10 hereof.

 

Inorder to induce the Company and the Underwriter to enter into the UnderwritingAgreement and to proceed with the IPO, and in recognition of the benefit thatsuch IPO will confer upon the undersigned as a stockholder of the Company, andfor other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the undersigned hereby agrees with the Company asfollows:

 

1.             Ifthe Company solicits approval of its stockholders of a Business Combination,the undersigned will vote all Insider Shares and IPO Shares owned by him inaccordance with the majority of the votes cast by the holders of the PublicStockholders.

 

2.             Inthe event that the Company fails to consummate a Business Combination within 18months from the effective date (“Effective Date”) of the registration statementrelating to the IPO or 24 months under the circumstances described in theprospectus relating to the IPO, the undersigned will take all reasonableactions within his power to (i) cause the Trust Fund to be liquidated anddistributed to the holders of the IPO Shares as soon as practicable but in noevent later than 60 (sixty) calendar days after the Transaction Failure Dateand (ii) cause the Company to dissolve and liquidate as soon as practicable(the earliest date on which the conditions in clauses (i) and (ii) are bothsatisfied being the “Liquidation Date”). The undersigned hereby waives any andall right, title, interest or claim of any kind in or to any distributions ofthe Trust Fund as a result of such distribution with respect to his InsiderShares (“Claim”) and hereby waives any Claim the undersigned may have in thefuture as a result of, or arising out of, any contracts or agreements with theCompany and will not seek recourse against the Trust Fund for any reasonwhatsoever. The undersigned hereby agrees that the Company shall be entitled toreimbursement from the undersigned for any distribution of the Trust Fundreceived by the undersigned in respect of such person’s Insider Shares.

 

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3.             Theundersigned acknowledges and agrees that the Company will not consummate itsinitial Business Combination with any company which is affiliated with one ormore of the Insiders. Without limiting the generality of the foregoing, in noevent will the Company seek to acquire as its initial Business Combination anyof the portfolio companies in which any private equity funds managed by Joel R.Jacks or Peter M. Schulte have an investment.

 

4.             Inorder to minimize potential conflicts of interest which may arise from multipleaffiliations, the undersigned will present to the Company for itsconsideration, prior to presentation to any other person or company, anysuitable opportunity to acquire a Target Business, until the earlier of theconsummation by the Company of a Business Combination, the distribution of theTrust Fund or until such time as the undersigned ceases to be a director andstockholder of the Company, subject to any pre-existing fiduciary obligationsthe undersigned might have, including any portfolio company managed by CMEP.

 

5.             Neitherthe undersigned, any member of the family of the undersigned, nor any Affiliateof the undersigned will be entitled to receive and will not accept any compensationfor services rendered to the Company prior to or in connection with theconsummation of the Business Combination, provided that commencing onthe Effective Date, CM Equity Management, L.P. (“Related Party”) shall beallowed to charge the Company an allocable share of Related Party’s overhead,up to $7,500 per month, to compensate it for the Company’s use of Related Party’soffices, utilities and personnel.

 

6.             Neitherthe undersigned, any member of the family of the undersigned, nor any Affiliateof the undersigned will be entitled to receive, or accept, a finder’s fee orany other compensation in the event the undersigned, any member of the familyof the undersigned or any Affiliate of the undersigned originates a BusinessCombination.

 

7.             Theundersigned will escrow his Insider Shares for the three year period commencingon the Effective Date subject to the terms of a Stock Escrow Agreement whichthe Company will enter into with an escrow agent acceptable to the Company.

 

8.             Theundersigned agrees to be a member of the Board of Directors of the Companyuntil the earlier of the consummation by the Company of a Business Combinationor the Liquidation Date. The undersigned’s biographical information furnishedto the Company and the Underwriter and attached hereto as Exhibit A is true andaccurate in all respects, does not omit any material information with respectto the undersigned’s background and contains all of the information required tobe disclosed pursuant to Section 401 of Regulation S-K, promulgated under theSecurities Act of 1933. The undersigned’s questionnaires furnished to theCompany and the Underwriter and attached hereto as Exhibit B are true andaccurate in all respects. The undersigned represents and warrants that:

 

(a)           theundersigned is not subject to or a respondent in any legal action for, anyinjunction, cease-and-desist order or order or stipulation to desist or refrainfrom any act or practice relating to the offering of securities in anyjurisdiction;

 

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(b)           theundersigned has never been convicted of or pleaded guilty to any crime (i)involving any fraud or (ii) relating to any financial transaction or handlingof funds of another person, or (iii) pertaining to any dealings in anysecurities and he is not currently a defendant in any such criminal proceeding;and

 

(c)           theundersigned has never been suspended or expelled from membership in anysecurities or commodities exchange or association or had a securities orcommodities license or registrations denied, suspended or revoked.

 

9.             Theundersigned has full right and power, without violating any agreement by whichhe is bound (including, without limitation, any non-competition ornon-solicitation agreement with any employer or former employer), to enter intothis letter agreement and to serve as a member of the Board of Directors of theCompany.

 

10.           Asused herein, (i) a “Business Combination” shall mean an acquisition by merger,capital stock exchange, asset acquisition, stock purchase, reorganization orotherwise, of an operating business in the federal services or defense industryselected by the Company; (ii) ”Insiders” shall mean all officers,directors and stockholders of the Company immediately prior to the IPO; (iii) “InsiderShares” shall mean all of the shares of Common Stock of the Company owned by anInsider prior to the IPO; (iv) “IPO Shares” shall mean the shares of CommonStock issued in the Company’s IPO; (v) “Public Stockholders” shall mean thosepersons other than the Insiders that are holders of IPO Shares; (vi) “TargetBusiness” shall mean any operating business in the federal services and defenseindustries which the Company seeks to acquire in a Business Combination; and(vii) “Trust Fund” shall mean the Trust Account established under that certainInvestment Management Trust Agreement, dated as of the date hereof, between theCompany and Continental Stock Transfer & Trust Company.

 

The undersigned acknowledges and understands that theUnderwriter and the Company will rely upon the agreements, representations andwarranties set forth herein in proceeding with the IPO. The Company and theundersigned acknowledge that the Underwriter is an intended third partybeneficiary of the provisions of this letter agreement. In that regard, theUnderwriter shall have the right in its sole discretion, but not theobligation, to enforce the provisions of this letter agreement. Nothingcontained herein shall be deemed to render the Underwriter a representative of,or a fiduciary with respect to, the Company, its stockholders, or any creditoror vendor of the Company with respect to the subject matter hereof.

 

Thisletter agreement shall be binding on the undersigned and such person’srespective successors, heirs, personal representatives and assigns. This letteragreement shall terminate on the earlier of (i) the Business Combination Dateand (ii) the Liquidation Date; provided that such termination shall not relievethe undersigned from liability for any breach of this agreement prior to itstermination.

 

This letter agreement shall be governed by andinterpreted and construed in accordance with the laws of the State of New Yorkapplicable to contracts formed and to be performed entirely within the State ofNew York, without regard to the conflicts of law provisions thereof to theextent such principles or rules would require or permit the application of thelaws of another jurisdiction.

 

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Noterm or provision of this letter agreement may be amended, changed, waived,altered or modified except by written instrument executed and delivered by theparty against whom such amendment, change, waiver, alteration or modificationis to be enforced.

 

 
|                                         | /s/ ARTHUR L. MONEY     |   |
|----------------------------------------------|-------------------------|--------|
|                                         | Arthur L. Money         |
|                                         | Director                |
|                                         |                    |
|                                         |                    |
|                                         |                    |   |
|                                         | Signature               |
|                                         |                    |
|                                         |                    |
| Accepted and agreed:                         |                    |
| Federal Services  Acquisition Corporation    |                    |
|                                         |                    |
|                                         |                    |
| By:                                          |  /s/ JOEL R. JACKS |   |   |
| Name: Joel R. Jacks                          |                    |
| Title: Chairman and  Chief Executive Officer |                    |
|                                              |                         |        |  |  |

 

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